Ten to 50% of women with gestational diabetes (GDM), or glucose intolerance first recognized during pregnancy, develop type 2 diabetes (type 2 DM) within 5 years after delivery. Although intensive interventions can reduce diabetes incidence in women with impaired glucose tolerance, it is unknown if such strategies would be effective in women with GDM. Women with recent GDM, even though no longer pregnant, face significant barriers to lifestyle modification, including low perception of risk and caregiving responsibilities. Web-based programs can reinforce physical activity through visual feedback of pedometer output, tailored messaging, education, and on-line communities;such a program is currently available for adults with chronic disease. For Specific Aim 1, we propose to adapt this web-based pedometer program to women with recent GDM. For Specific Aim 2, we propose to pilot test the program effectiveness with a randomized controlled trial. Women with recent GDM will be randomized to receive usual care (n=50) vs. the web-based pedometer program (n=50). The primary outcome will be glucose tolerance as measured by glucose area under the curve;secondary outcomes include weight loss and physical activity. Investigators and staff who conceived of, designed, and implemented the currently available program will aid in the adaptation to women with recent GDM and testing of the program for women with recent GDM. The pilot study will generate sample size estimates for a full-scale trial. The adaptation to women with recent GDM will be informed by the PIs survey and focus group work in women with recent GDM performed as part of her NIDDK K23 award, now in its 2nd year. This K23 work has generated over 10 first-author publications examining women with recent GDM. The research team consists of experts in diabetes care in women, physical activity, information technology, and behavioral change. The proposal will utilize General Clinical Research Center-type facilities for intake assessment, the Michigan Center for Health Communications Research that specializes in the application of new technologies to health behavior change, the Michigan Diabetes Research and Training Center for high quality glucose assays, and the financial and other resources from the K grant. As a result, the proposal leverages the considerable local resources to investigate a novel and much needed intervention for this growing, high-risk population of women.